Common use of Licence Fees Clause in Contracts

Licence Fees. 5.1 TPICAP shall charge Subscriber the Licence Fee, either directly or indirectly (for example, via an invoice generated by the third party with whom the Subscriber has entered into a Third Party Agreement), for each Data Product purchased by Subscriber and such sums shall become due and payable on the Billing Start Date (and where applicable the beginning of each Renewal Term). Unless otherwise specified in the applicable Order Form, the Licence Fee for each Data Product shall be payable monthly in advance from the Billing Start Date and if applicable any anniversary of the Billing Start Date. 5.2 TPICAP may increase the Licence Fee, no more than once in a given 12-month period, for any one or more Data Products on the provision of at least ninety (90) days’ notice to Subscriber. Subscriber may terminate the Order Form on the date on which such Licence Fee increase would have become effective by giving written notice to TPICAP no more than thirty (30) days from date of receipt of notice from TPICAP of the intended increase. 5.3 All Licence Fees are exclusive of value added tax, sales tax or any other similar tax or levy which may be payable thereon. Such taxes or levies will be added to TPICAP’s invoices, as applicable. 5.4 Unless otherwise set forth in an Order Form, License Fees are payable by Subscriber within 30 days of the date of TPICAP’s invoice and Subscriber shall pay to TPICAP in United States Dollars the License Fees. TPICAP may add interest on overdue payments at the lesser of 1.5% per month or the maximum interest rate permitted by law. 5.5 All Licence Fees are payable by Subscriber in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law. 5.6 To the extent required by an applicable Order Form, Subscriber shall be responsible for: (i) billing and collecting all fees from all of its End Users, and (ii) all costs associated with delivery of the Data including but not limited to data circuits and routers. 5.7 If the accuracy of any invoice is contested in good faith, payment of the amount not in dispute shall be made pending reconciliation of the reported discrepancy. 5.8 Upon: (i) entry into this Agreement; and (ii) notice of termination of this Agreement, other than for breach, Subscriber shall have the option (the “Option”) to purchase a nonexclusive and nontransferable license in perpetuity to use the historic portion of the Data subject to the same terms and conditions of this Agreement (and the Subscriber Licence Rights or Usage Rights set forth in the applicable Order Form), upon commercially reasonable terms to be agreed by TPICAP in TPICAP’s sole discretion. Use of the historic data (if agreed) is on an unattributable basis, limited to Subscriber, and cannot be redistributed or Entitled to other entities, vendors or exchanges.

Licence Fees. 5.1 TPICAP shall 4.1 We will charge Subscriber you a Licence Fee calculated on the basis of Your number of Registered Staff User Seats. The minimum number of Staff User Seats is one. 4.2 The Licence Fee, either directly or indirectly (Fees per Registered Staff User Seat are as per Schedule 1 of this Agreement provided that if We have granted You a “30 Day Free Trial” there will be no Licence Fees payable for example, via an invoice generated the period beginning on the first day of the Initial Term and ending 30 days thereafter. 4.3 Licence Fees will be invoiced by the third party with whom the Subscriber has entered into a Third Party Agreement), for each Data Product purchased Us and paid by Subscriber You as follows: a. We will calculate your Licence Fee yearly and such sums shall become it will be due and payable on the Billing Start Date (and where applicable the beginning of each Renewal Term). Unless otherwise specified by You to Us yearly in the applicable Order Formadvance provided that if We have granted You a “30 Day Free Trial”, the your Licence Fee for each Data Product shall be the Initial Term will due and payable monthly in advance from by You to Us one month after the Billing Start Date and if applicable any anniversary first day of the Billing Start DateInitial Term. 5.2 TPICAP b. You may increase request to pay Your Licence Fee in 12 equal monthly instalments (or 11 equal monthly instalments if You were granted a “30 Day Free Trial”) through a finance facility by arrangement with Us and Our nominated finance facility, and we will not unreasonably refuse such a request. c. You must pay the Licence Fee, no more than once in a given 12-month period, for any one or more Data Products on the provision of at least ninety (90) days’ notice to Subscriber. Subscriber may terminate the Order Form on the date on which such Licence Fee increase would have become effective by giving written notice to TPICAP no more than thirty (30) days from date of receipt of notice from TPICAP of the intended increase. 5.3 All Licence Fees are exclusive of value added tax, sales tax or any other similar tax or levy which may be payable thereon. Such taxes or levies will be added to TPICAP’s invoices, as applicable. 5.4 Unless otherwise set forth in an Order Form, License Fees are payable by Subscriber within 30 days of the date of TPICAP’s receiving an invoice and Subscriber shall pay to TPICAP in United States Dollars the License Fees. TPICAP may add interest on overdue payments at the lesser of 1.5% per month or the maximum interest rate permitted by lawfor payment. 5.5 All 4.4 The Licence Fees are payable by Subscriber in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as Fee per Registered Staff User Seat will be updated and may be required by law. 5.6 To increase on July 1 each year. In the extent required by an applicable Order Form, Subscriber shall be responsible for: (i) billing and collecting all fees from all of its End Users, and (ii) all costs associated with delivery of the Data including but not limited to data circuits and routers. 5.7 If the accuracy of any invoice is contested in good faith, payment of the amount not in dispute shall be made pending reconciliation of the reported discrepancy. 5.8 Upon: (i) entry into this Agreement; and (ii) notice of termination Initial Term of this Agreement, other than for breachYou will be charged the Licence Fee applicable on the first day of the Initial Term of this Agreement. In Subsequent Terms of this Agreement, Subscriber shall have you will be charged the option (Licence Fee that is current at the “Option”) to purchase a nonexclusive and nontransferable license Anniversary Date. 4.5 You must advise us of how many Registered Staff User Seats you require in perpetuity order to use the historic portion Licence. You may increase the number of Registered Staff User Seats during either the Data subject to the same terms and conditions Initial Term or a Subsequent Term of this Agreement (by notifying us via the Broker Forms Website of such increase. We will then increase your annual Licence Fee on a pro rata basis for the duration of the term of the Agreement and apply such increase to Subsequent Terms in accordance with clause 4.6 of this Agreement. 4.6 You may not decrease the Subscriber Licence Rights number of Registered Staff User Seats during the Initial Term or Usage Rights set forth a Subsequent Term of this Agreement but you may decrease the number of Registered Staff User Seats on the next Anniversary Date upon renewal of the Agreement by providing no less than one month’s notice of such decrease to Us prior to the final day of the current term of the Agreement. If you do not advise us of a decrease in the applicable Order Form)number of Registered Staff User Seats that you require at least one month prior to the Anniversary Date, upon commercially reasonable terms your Licence Fee will be calculated in accordance with the number of Registered Staff User Seats as at one month prior to be agreed by TPICAP in TPICAP’s sole discretion. Use of the historic data (if agreed) is on an unattributable basis, limited to Subscriber, and cannot be redistributed or Entitled to other entities, vendors or exchangesAnniversary Date.

Licence Fees. 5.1 TPICAP shall charge Subscriber the Licence Fee, either directly or indirectly (for example, via an invoice generated by the third party with whom the Subscriber has entered into a Third Party Agreement), for each Data Product purchased by Subscriber and such sums shall become due and payable on the Billing Start Date (and where applicable the beginning of each Renewal Term). Unless otherwise specified in the applicable Order Form, the Licence Fee for each Data Product The following Charges shall be payable monthly by the Customer to ICE:  A minimum of $50,000 per annum, to be paid in advance from the Billing Start Date and if applicable any anniversary of the Billing Start Date. 5.2 TPICAP may increase the Licence Fee, no more than once in a given 12-month period, for any one or more Data Products on the provision of at least ninety (90) days’ notice to Subscriber. Subscriber may terminate the Order Form on the date on which such Licence Fee increase would have become effective by giving written notice to TPICAP no more than thirty (30) days from date of receipt of notice from TPICAP of the intended increase. 5.3 All Licence Fees are exclusive of value added tax, sales tax or any other similar tax or levy which may be payable thereon. Such taxes or levies will be added to TPICAP’s invoices, as applicable. 5.4 Unless otherwise set forth in an Order Form, License Fees are payable by Subscriber within 30 days of the effective date and then on the 1st January (or next business day) of TPICAPevery year of the term of this Agreement. The first payment, if not commencing on 1st January, is payable on a pro-rata basis.  25% of the gross revenue (meaning total amount of sales recognised for the given period, prior to any deductions) received by the Customer in relation to all fees (however described) or other revenue generated by the Customer from the Customer’s invoice clients and Subscriber shall pay users from time to TPICAP in United States Dollars time for the License Fees. TPICAP may add interest on overdue payments at licensing or use of the lesser of 1.5% per month or Licensed Product (the maximum interest rate permitted by law. 5.5 All Licence Fees are payable by Subscriber in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence“Licensed Product Revenue”), breach to be paid quarterly in arrears (where greater than the minimum fee described above). The Customer is required to Report to ICE on a quarterly basis, no later than 10 business days after the end of statutory duty or otherwiseeach calendar quarter, save the Licensed Product Revenue for the applicable quarter, for the purpose of calculating the Charges. The following disclaimer must be included in all Marketing and Informational Methods and Materials and must be displayed with any Licensed Product benchmark data: “ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO WARRANTY, EXPRESS OR IMPLIED, EITHER AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF ICE LIBOR AND/OR THE FIGURE AT WHICH ICE LIBOR STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DAY OR OTHERWISE. ICE BENCHMARK ADMINISTRATION LIMITED MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR USE WITH RESPECT TO [Licensed Product name].” All Marketing and Informational Methods and Materials and any display of the Licensed Product benchmark data must identify ICE as may be required by law. 5.6 To the extent required by an applicable Order Form, Subscriber shall be responsible for: (i) billing owners and collecting all fees from all source of its End Usersthe underlying ICE LIBOR Materials upon which the Licensed Product is based, and (ii) all costs associated with delivery display the ICE LIBOR Trademarks. Such statement shall substantially take the following form, unless ICE otherwise directs in writing to Customer prior to the creation of such Marketing and Informational Methods and Materials or display of the Data Licensed Product benchmark data: “[designate full name of particular ICE LIBOR product, including but not limited pertinent trademark] serves directly or indirectly as an input or underlying reference for [Licensed Product name], and it and the trademarks LIBOR, ICE LIBOR and ICE Benchmark Administration are used with permission under licence by ICE Benchmark Administration Limited as administrator of ICE LIBOR.” Each use of the ICE LIBOR Trade Marks must be in a style and manner that is consistent with ICE‘s own use of the ICE LIBOR Trade Marks Subject to data circuits and routers. 5.7 If the accuracy terms of any invoice is contested other licensing arrangement it has entered into in good faithwith ICE, payment of following the amount not in dispute shall be made pending reconciliation of the reported discrepancy. 5.8 Upon: (i) entry into this Agreement; and (ii) notice of termination of this Agreement, other than for breach, Subscriber License Schedule the Customer shall have the option not (the “Option”) to purchase a nonexclusive and nontransferable license in perpetuity to use the historic portion shall procure that each of the Data subject to the same terms and conditions of this Agreement (and the Subscriber Licence Rights or Usage Rights set forth in the applicable Order Form), upon commercially reasonable terms to be agreed by TPICAP in TPICAP’s sole discretion. Use of the historic data (if agreed) is on an unattributable basis, limited to Subscriber, and cannot be redistributed or Entitled to other entities, vendors or exchanges.Customer Group Companies shall not):

Licence Fees. 5.1 TPICAP shall charge Subscriber the Licence Fee, either directly or indirectly (for example, via an invoice generated by the third party with whom the Subscriber has entered into a Third Party Agreement), for each Data Product purchased by Subscriber and such sums shall become due and payable on the Billing Start Date (and where applicable the beginning of each Renewal Term). Unless otherwise specified in the applicable Order Form, the Licence Fee for each Data Product shall be payable monthly in advance from the Billing Start Date and if applicable any anniversary of the Billing Start Date. 5.2 TPICAP may increase the Licence Fee, no more than once in a given 12-month period, for any one or more Data Products on the provision of at least ninety sixty (9060) days’ notice to Subscriber. Subscriber may terminate the Order Form on the date on which such Licence Fee increase would have become effective by giving written notice to TPICAP no more than thirty (30) days from date of receipt of notice from TPICAP of the intended increase. 5.3 All Licence Fees are exclusive of value added tax, sales tax or any other similar tax or levy which may be payable thereon. Such taxes or levies will be added to TPICAP’s invoices, as applicable. 5.4 Unless otherwise set forth in an Order Form, License Fees are payable by Subscriber within 30 days of the date of TPICAP’s invoice and Subscriber shall pay to TPICAP in United States Dollars the License Fees. TPICAP may add interest on overdue payments at the lesser of 1.5% per month or the maximum interest rate permitted by law. 5.5 All Licence Fees are payable by Subscriber in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law. 5.6 To the extent required by an applicable Order Form, Subscriber shall be responsible for: (i) billing and collecting all fees from all of its End Users, and (ii) all costs associated with delivery of the Data including but not limited to data circuits and routers. 5.7 If the accuracy of any invoice is contested in good faith, payment of the amount not in dispute shall be made pending reconciliation of the reported discrepancy. 5.8 Upon: (i) entry into this Agreement; and (ii) notice of termination of this Agreement, other than for breach, Subscriber shall have the option (the “Option”) to purchase a nonexclusive and nontransferable license in perpetuity to use the historic portion of the Data subject to the same terms and conditions of this Agreement (and the Subscriber Licence Rights or Usage Rights set forth in the applicable Order Form), upon commercially reasonable terms to be agreed by TPICAP in TPICAP’s sole discretion. Use of the historic data (if agreed) is on an unattributable basis, limited to Subscriber, and cannot be redistributed or Entitled to other entities, vendors or exchanges.

Licence Fees. 5.1 TPICAP 4.1 If a Licence Fee is required to be paid, as stated by us in writing, such Licence Fee shall charge Subscriber be due and payable in accordance with the terms of this Licence before your right to use the Software commences. You may only access or use the Software and/or Documentation after you have paid to us and we have accepted all applicable Licence Fees. 4.2 You shall pay to us, as applicable and notified by us: 4.2.1 on or before the Acceptance Date of this Licence, the Subscription 1Licence Fee payable in respect of the Initial Subscription Term; and 1 I have called this the Subscription Licence Fee, either directly rather than the Annual Licence Fee in case the initial subscription period is not 12 months. 4.2.2 on or indirectly (for example, via an invoice generated by before the third party with whom the Subscriber has entered into a Third Party Agreement), for each Data Product purchased by Subscriber and such sums shall become due and payable on the Billing Start Date (and where applicable the beginning first day of each Renewal TermPeriod, the Subscription Licence Fee payable in respect of the next Renewal Period; and 4.2.3 on or before activation of an Additional User Subscription, the Additional User Subscription Fee. 4.3 You shall on or before the Acceptance Date: 4.3.1 provide to us valid, up-to-date and complete contact and billing details; or 4.3.2 set up and maintain throughout the Subscription Term a suitable and valid automatic payment method (such as direct debit), in which case you authorise us to collect payment directly via that method whenever a payment is due. 4.4 All Licence Fees paid are non-refundable. 4.5 All sums payable under this Licence are exclusive of any excise, sales, use, value added or other taxes, tariffs or duties whatsoever that may be applicable to the use of the Software and Documentation, for which the Licensee shall be responsible. When we have the legal obligation to collect such taxes, tariffs or duties, the amount of such taxes, tariffs and duties shall be invoiced to you and you shall pay such amount to us on demand unless you provide us with a valid tax exemption certificate authorised by the appropriate taxing authority. 4.6 All amounts due under this Licence from you to us shall be paid in full without any set- off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Unless Any such taxes which are otherwise specified in the applicable Order Form, the Licence Fee for each Data Product imposed on payments to us shall be payable monthly in advance your sole responsibility and you shall provide us with official receipts issued by the appropriate taxing authority and such other evidence as we reasonably request to establish that such taxes have been paid. 4.7 If you fail to make any payment due to us under this Licence by the due date for payment, then, without limiting any other remedies we may have, you shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank's base rate from time to time. Such interest shall accrue on a daily basis from the Billing Start Date and if applicable any anniversary due date until actual payment of the Billing Start Dateoverdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount. 5.2 TPICAP may 4.8 We shall be entitled to increase the Licence Fee, no more than once in a given 12-month period, for any one or more Data Products on Fees payable at the provision start of at least ninety (90) each Renewal Period upon 90 days’ notice to Subscriber. Subscriber may terminate the Order Form on the date on which such Licence Fee increase would have become effective by giving ' prior written notice to TPICAP no more than thirty (30) days from date of receipt of notice from TPICAP of the intended increaseyou. 5.3 All Licence Fees are exclusive of value added tax, sales tax or any other similar tax or levy which may be payable thereon. Such taxes or levies will be added to TPICAP’s invoices, as applicable. 5.4 Unless otherwise set forth in an Order Form, License Fees are payable by Subscriber within 30 days of the date of TPICAP’s invoice and Subscriber shall pay to TPICAP in United States Dollars the License Fees. TPICAP may add interest on overdue payments at the lesser of 1.5% per month or the maximum interest rate permitted by law. 5.5 All Licence Fees are payable by Subscriber in full without deduction, withholding, set-off or counterclaim for any reason whatsoever, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, save as may be required by law. 5.6 To the extent required by an applicable Order Form, Subscriber shall be responsible for: (i) billing and collecting all fees from all of its End Users, and (ii) all costs associated with delivery of the Data including but not limited to data circuits and routers. 5.7 If the accuracy of any invoice is contested in good faith, payment of the amount not in dispute shall be made pending reconciliation of the reported discrepancy. 5.8 Upon: (i) entry into this Agreement; and (ii) notice of termination of this Agreement, other than for breach, Subscriber shall have the option (the “Option”) to purchase a nonexclusive and nontransferable license in perpetuity to use the historic portion of the Data subject to the same terms and conditions of this Agreement (and the Subscriber Licence Rights or Usage Rights set forth in the applicable Order Form), upon commercially reasonable terms to be agreed by TPICAP in TPICAP’s sole discretion. Use of the historic data (if agreed) is on an unattributable basis, limited to Subscriber, and cannot be redistributed or Entitled to other entities, vendors or exchanges.